Stock&Roll General Conditions of Sale

Placing an order implies the unreserved acceptance of Stock & Roll customers (hereinafter the “purchasers”) to these general conditions of sale. The general conditions of purchase of the purchasers cannot prevail over the general conditions of sale of Stock & Roll, unless agreed in writing and signed by the parties. If one of the clauses of Stock & Roll's general conditions of sale is contrary to a public order text, only this non-compliant clause will be deemed unwritten and this without affecting the rest of these conditions.

The applicable conditions are those in force on the day of the order.

I. PRICES

1. Stock & Roll prices, unless otherwise indicated, are exclusive of VAT, including packaging. The prices appearing on the price list do not constitute a commitment and may be modified without notice. They are given for information purposes only.

Only the prices agreed in writing between the parties constitute a commitment on both sides. However, in the event of a dispute and in the absence of a written document issued by Stock & Roll, the price will prevail.

Due to the extremely high handling costs and the risks of deterioration of the goods caused by splitting the packaging units, the products are sold exclusively according to the packaging unit indicated in the price list without the possibility of breakage. Any discounts, rebates and rebates are specified on the invoice.

2. For all services exceeding the value of the goods – such as transport, shifting, taxi, cash on delivery, sample, packaging, unpaid fees, return of goods (non-exhaustive list) – an additional cost may be invoiced by Stock & Roll.

II. THE COMMAND

1. Orders from stock can be placed in writing, by telephone or electronically (email, website). They bind the purchaser upon receipt of the writing, telephone call or electronic order, without the need for written order confirmation issued by the purchaser and it being understood that the purchaser bears the consequences of any misunderstanding.

Orders for manufacturing must be in writing, it being specified on the one hand that this writing can come either from the purchaser or from Stock & Roll and on the other hand that the purchaser bears the consequences of any misunderstanding.

2. Any order, whether written, electronic or telephone, must include:

• The full name, the precise address, the trade and company register or trade register number, the corporate form of the buyer or, where applicable, a customer identifier in the event of an electronic order;
• the reference to a possible offer; the quantity, either precise or with a minimum and/or maximum;
• the desired delivery times; the place of delivery; delivery terms; the price and payment terms;

3. Any modification or termination of an order requested by the purchaser can only be taken into consideration if it is received in writing before the order is launched.

For deliveries in France, no dispute by the purchaser will be accepted after a period of three days from the date of receipt of the order. For other countries, the deadline is extended to ten days.

III. DELIVERY

1. Any non-standard delivery (e.g. transshipment, tailgate truck, storage and other specific requests) will be subject to a flat rate increase set by Stock & Roll.

2. The delivery time starts from the date the order is taken or confirmed. Delivery times are indicative and except for deliberate negligence on the part of the seller, no compensation or damages or cancellation of orders against Stock & Roll can be claimed.

The following are considered cases of force majeure relieving Stock & Roll of its obligation to deliver or giving it the possibility of delaying delivery: strikes, factory accidents and incidents, the impossibility of being supplied, supply disruptions due to the manufacturer and more generally, any cause beyond the control of Stock & Roll, which delays or prevents delivery. However, when the duration of the impediment exceeds 30 days, each party has the right to terminate the contract without compensation.

However, if the impediment relates to a delivery which has expired and is part of a contract with staggered deliveries, the possibility of termination will only apply to said delivery and not to future deliveries.

If at the time the impediment occurs, part of the order has already been manufactured, the purchaser has the obligation to take delivery of the quantity manufactured under the conditions provided.

3. In the event of collection by the purchaser of the goods from the Stock & Roll depot, the purchaser must place his order at least three hours before collection.

Receipt of the goods constitutes confirmation of the order and unreserved acceptance of these general conditions of sale by the purchaser.

4. Failure to collect or refusal to receive the goods. The delivery period expires if the purchaser refuses to receive the goods or defers their delivery or does not collect them from Stock & Roll, or if the goods are the subject of a return for which Stock & Roll does not is not responsible, Stock & Roll may place the goods in storage, at the expense of the purchaser and claim the transport costs plus a fixed increase.

Stock & Roll may also limit the recovery of goods to the packaging unit with the cumulative conditions that each unit has not been opened or damaged.

At the expiration of a period of 15 working days from the scheduled date of delivery or collection of the goods or their return, Stock & Roll may consider that the order is canceled and the sale may be unilaterally terminated by Stock & Roll, storage and transport costs and the flat rate increase remaining due by the purchaser.

Furthermore, if the resale of the goods by Stock & Roll is impossible or if the compensatory resale of the goods by Stock & Roll cannot take place at the same price, the purchaser must pay Stock & Roll all losses and costs incurred. she will have had to bear.

Any return of goods accepted by Stock & Roll resulting from an error attributable to the purchaser will result in the billing to the purchaser of an amount equal to the costs of transport, repackaging of the returned goods and a flat rate increase.

Goods made to order are never returned.

IV. RISK TRANSFER

Despite the provisions relating to the retention of title clause and even in the event of a free sale, the goods travel at the risk of the purchaser.

• From the date of provision to the purchaser in the event of collection by the purchaser, even if collection is deferred by the purchaser
• Upon loading on the means of transport chosen by Stock & Roll on behalf of the purchaser, if Stock & Roll is responsible for shipping the goods.

Special conditions may be retained following the Incoterm negotiated between the buyer and Stock & Roll.

In the event of damage or missing items, the purchaser must, under his own responsibility, make all observations and reservations by registered letter with acknowledgment of receipt from the carrier, with Stock & Roll copy, within three working days following receipt of the goods for France and within seven working days for other countries, as provided for in Article 105 of the Commercial Code.

V. PAYMENT

Deadline, payment date. The price of the order is payable in full in cash on the day the order is placed by the purchaser unless otherwise indicated by Stock & Roll.

All Stock & Roll invoices are payable net and without discount unless special conditions apply.

Unless the seller has previously agreed, the usual means of payment in the context of forward payment will be made by secure payment method, according to the following methods: bank transfer, bank card (CB, VISA, MASTERCARD), check.

Payments by credit card are debited at the time the buyer places the order.

Payments made by the Buyer will only be considered final after effective collection of the sums due by Stock & Roll.

In addition, Stock & Roll reserves the right, in the event of non-compliance with the payment conditions set out above, to suspend or cancel delivery of current orders placed by the buyer.

VI. RESERVATION OF PROPERTY

Stock & Roll or its assigns reserve ownership of the goods delivered by it until full payment (meaning effective collection) of all amounts due or not due by the purchaser as a result of deliveries made. In this regard, we recall the provisions of Article V of these conditions.

a) Unpaid or deterioration of the buyer's credit.

Stock & Roll, owner of the goods, may take them back, without formalities and at the expense and risk of the buyer, if an invoice that is due is not paid or paid even partially or in the event of deterioration of the buyer's credit. even outside the opening of any collective procedure.

b) Insurance.

The goods delivered by Stock & Roll, in stock with the purchaser, must be treated by him as being in storage with him and will be validly insured by him, and at his expense, against any risks which would be likely to harm his property. the value of the merchandise. These risks are the responsibility of the purchaser as stated in article IV “TRANSFER OF RISKS”, the transfer of possession entails transfer of risk.

c) Third party action.

The buyer must immediately notify Stock & Roll of any measures taken by third parties which could affect or jeopardize the retention of title such as seizures, pledges, etc.

d) Identification of the goods.

In the event that identification of the goods proves impossible, all goods meeting the same specifications and not themselves identified will be deemed to be Stock & Roll goods, up to the amount of Stock & Roll's debt.

However, in order to facilitate this identification, the purchaser or his substitutes are prohibited from removing the distinctive marks from the goods before their use.

This clause in no way excludes a possible action for damages by Stock & Roll intended to compensate for its loss of profit and/or its loss. This clause is applicable regardless of the legal situation of the purchaser. It will, if necessary, be limited in its effects by the application of legislative texts of public order in matters of collective procedure.

We remind you that receivables linked to goods sold with a reserves clause must be mentioned on a special line in the Stock & Roll balance sheets (art.3 of the law of May 12, 1980) as well as of course on the sellers' balance sheets. .

VII. GUARANTEE

a) Legal guarantee of conformity

Regardless of the contractual guarantee granted, the seller remains liable for defects in conformity of the goods with the contract and for fatal defects under the conditions provided.

b) Contractual guarantee

Upon delivery of the Stock & Roll and upon verification that it is in working order as indicated by the manufacturer, the device is covered by the warranty contract. The contractual guarantee is free, it is established for a period of two years from receipt of the equipment. It is valid in all territories.

c) Premium Guarantee

This premium warranty is an extension of the already existing initial warranty. It extends its duration to 5 years from receipt of the equipment. It is valid in all territories.

VIII. CLAIMS-LIMITATION OF LIABILITY

Without prejudice to the provisions of articles IV and V above, and under penalty of inadmissibility, the purchaser must notify Stock & Roll in writing:

• before use of the goods and at the latest within 24 hours after delivery in the event of obvious non-compliance of the quantity of goods received in relation to the order;
• before use of the goods and at the latest within eight days of delivery in the event of obvious non-conformity of the quality of the goods received in relation to the order;
• before use and at the latest within 10 days of delivery when the goods present apparent defects, or a patent non-conformity of quality in relation to the order, that is to say if the defect or irregularity may be revealed by a basic check or superficial examination;
• during testing or normal use, and at the latest within four months of delivery in the event of a hidden defect, i.e. if the defect or irregularity can only be revealed occasionally from thorough examination, testing or normal use

In all cases referred to above, complaints are only admissible if the fraction of goods used does not exceed 10% of the quantity delivered. The use of the goods in a quantity greater than 10% constitutes absolute acceptance of the goods by the purchaser.

If during its use the purchaser notices any problems, the work must be stopped immediately. The purchaser will inform Stock & Roll in writing of the situation.

Stock & Roll must be able to analyze on site the work to be carried out, the behavior of the goods and their conditions of use. The work can only be continued after formal agreement between Stock & Roll, the purchaser and possibly the user of the goods.

When a complaint is recognized as founded by Stock & Roll, it takes back at its expense the defective goods which must be returned to it by the purchaser in good condition, in the original packaging and packaging or similar, the packages to be strapped. Stock & Roll will replace the goods within the shortest period compatible with its stock or supply possibilities.

Stock & Roll cannot be held responsible in the event that the goods are not suitable for the use for which the purchaser intended them.

The discovery of a defect in part of the goods cannot justify total refusal and/or release the purchaser from paying on time for the entire delivery as well as any sums for which he is debtor.

In any event, any compensation owed by Stock & Roll will be limited to the value of the goods recognized as non-compliant.

In addition and in accordance with common law, a claim by the purchaser on all or part of the goods for any reason whatsoever, if the validity of this claim is not recognized explicitly and in writing by Stock & Roll, n authorizes the purchaser at no time to take justice into his own hands and to withhold payment of all invoices to Stock & Roll, whether or not they relate to the dispute.

IX. INFORMATION AND ADVICE

The description of the goods in the Stock & Roll catalogs and prices is given for information purposes only. If certain characteristics of the product are considered essential, it would be up to the purchaser to have them specified and guaranteed in writing. Stock & Roll can only provide information or advice to the buyer if the buyer spontaneously and completely puts them in a position to do so. In the event of silence from the purchaser at the time of the order, the purchaser, deemed professional, will be considered to be sufficiently informed of the characteristics of the goods he has ordered.

X. DISPUTES

Any dispute or dispute will be settled in the absence of amicable conciliation between the parties, and even in the event of summary proceedings, warranty appeals or multiple defendants, by the commercial court of Paris (France), unless expressly agreed otherwise. The interpretation and execution of these general conditions of sale are subject to French law. In accordance with the texts in force, the personal data concerning the purchaser are subject to computerized processing and the purchaser benefits from a right of access and rectification of the data.

XI. ACCEPTANCE OF THE PURCHASER

These general conditions of sale are expressly approved and accepted without reservation by the purchaser, who declares and acknowledges having perfect knowledge of them and therefore waives the right to rely on any contradictory document and in particular of his own general conditions of purchase.

XII. SPECIFIC PRICE CONDITIONS

1. Goods Return Package (article III) Any return of goods weighing less than 100 kg, accepted by Stock & Roll, originating from an error attributable to the purchaser, will result in the invoicing of a minimum flat rate of 50 euros excluding VAT in the region Parisian and 100 euros excluding tax in the province.

Beyond 100 kg, a contribution of 0.35 euros excluding VAT per kilo will be added.

These amounts are intended to cover the costs of transport and repackaging of returned goods.

Stock & Roll Services

1. DEMONSTRATION

Depending on your geographic location, it is possible to come to your premises to give you a Stock & Roll demonstration.

2. LOAN OF EQUIPMENT

Depending on your geographic area, it is possible to leave you a Stock & Roll for a few days so that you can try it every day.